Icahn Enterprises 4q Earnings Presentation

Icahn Enterprises L.P. 2008 Q4 and Full Year Performance March 5, 2009 Financial Results and Company Highlights

Forward-Looking Statement Forward-Looking Statements and Non-GAAP Financial Measures The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements we make in this presentation, including statements regarding our future performance and plans for our businesses and potential acquisitions. These forward-looking statements involve risks and uncertainties that are discussed in our filings with the Securities and Exchange Commission, including economic, competitive, legal and other factors. Accordingly, there is no assurance that our expectations will be realized. We assume no obligation to update or revise any forward-looking statements should circumstances change, except as otherwise required by law. This presentation also includes non-GAAP financial measures. Please note that quantitative reconciliations between each non-GAAP financial measure contained in this presentation and its most directly comparable GAAP measure are available on our website by viewing the copy of this presentation at www.IcahnEnterprises.com/investor.shtml.

1

Agenda Overview and Investment Management Keith A. Meister Vice Chairman and Principal Executive Officer

Financial Performance and Business Segments Dominick Ragone Chief Financial Officer & Principal Accounting Officer

Questions 2

Overview and Investment Management

Highlights
Results  2008 net loss of $43 million or $(0.80) per depositary unit.  Fourth quarter net loss of $468 million or $(6.51) per depositary unit.
Liquid assets of approximately $3.3 billion
Subsequent Events  Icahn Enterprises made an investment of $250 million in the Private Funds.  Board of Directors approved a cash distribution of $0.25 per unit on depositary units payable on March 16, 2009. 4

Investment Management 

Gross returns for the twelve months ended December 31, 2008 were -35.6% compared to -38.5% for the S&P500 index for the same period.



Total AUM of approximately $4.4 billion as of December 31, 2008.

5

Financial Performance

Consolidated Results ($ in millions)

Three Months Ended December 31, 2008 Revenues

$

Expenses (Loss) income from continuing operations before income taxes and non-controlling interests Income tax (expense) benefit Non-controlling interests

Income (loss) from continuing operations

236

$

-30%

2,230

471

373%

(1,994)

(132)

62

5

1,465

112

(15)

(1) $

%∆

339

(467)

(Loss) income from discont inued operations, net of income t axes Net (Loss) Earnings

2007

Twelve Months Ended December 31,

(468)

2008 $

(2)

$

8,153

NM

(3,126)

(528)

$

(43)

102%

2,002

307%

NM

(261)

219

485 NM

2,491

(9)

2,645

NM

%∆

489

(47)

13 $

5,027

2007

NM

89 $

308

NM

7

Business Segment Performance

Federal - Mogul ($ in millions)

Net Sales Operating Loss Gross Margin D&A

Three Months Ended December 31, 2008 $1,319

Ten Months Ended December 31, 2008(1) $5,652

(551)

(353)

183 84

922 284

Q4 Dynamics

(1)




Federal-Mogul had an operating loss of $551 million for the quarter as it wrote down assets and stepped up restructuring in response to a deep downturn in demand.




Impairment charges primarily for goodwill and intangible assets were $434 million for 2008 and were recognized in the fourth quarter.




Restructuring charges of $118 million for the quarter as part of Federal-Mogul’s global restructuring program announced in September and December 2008. Expects to incur additional restructuring costs estimated at $37 million through fiscal 2010.




Gross Margin of $183 million for the fourth quarter of fiscal 2008. Gross Margin of $922 million for the ten months ended December 2008.




Continuing global development of fuel economy, alternative energies, emissions technologies and vehicle safety to support market and customer requirements.

IE consolidated Federal-Mogul beginning February 25, 2008 (date of common control). IE includes the results of FederalMogul for the ten months ended December 31, 2008.

9

Metals Three Months Ended December 31, 2008 2007 %∆

($ in millions)

Net Sales

$

96

$

212

-54.7%

Twelve Months Ended December 31, 2008 2007 %∆ $

1,239

$

834

48.6%

Operating (Loss) Income

(20)

10

N/A

103

38

171.1%

Gross Margin

(10)

12

N/A

137

56

144.6%

4

3

33.3%

16

10

60.0%

D&A

Q4 Dynamics


Unprecedented global demand drove ferrous scrap pricing to historically high levels in 2008, peaking in early 3Q. Since that time, demand and prices have plummeted with 4Q 2008 net sales decreasing by $116 million and operating income falling by $30 million.




The decline was partly offset by $11 million of revenue generated from scrap yards acquired during or since 4Q 2007. The impact of acquisitions on full year revenues was $141 million.




4Q measures implemented in response to these market conditions include significant staff reductions and salary freezes, temporary idling of major equipment and certain operations, and reduced capital spending.

10

Real Estate ($ in millions)

Net Sales Operating Income

Three Months Ended December 31, 2008 2007 %∆ 28.6% $ 27 $ 21 6 2 200.0%

D&A

4

1

Development units sold Rental Units Sold

4 -

8 1

300.0%

Twelve Months Ended December 31, 2008 2007 %∆ $ 101 $ 106 -4.7% 19 14 35.7% 9

5

39 3

76 5

80.0%

Q4 Dynamics
In Q4 2008, operating income increased primarily due to the acquisition of two rental properties on 8/14/08 partially offset by a decrease in residential real estate sales.
In Q4 2008, we sold 4 residential units for approximately $8 million compared to 8 units sold for $11 million in Q4 2007.

11

Home Fashion ($ in millions) Three Months Ended December 31, 2008 Net Sales Operating Loss Gross Margin Contained in operating loss: D&A Restructuring Impairment

$

2007

107

$

Twelve Months Ended December 31, %∆

152

-29.6%

(30) 6

(33) 1

-9.1% 500.0%

3 8 7

2 5 5

50.0% 60.0% 40.0%

2008 $

2007

425

$

%∆

683

-37.8%

(95) 31

(159) 2

-40.3% NM

12 25 12

14 19 30

-14.3% 31.6% -60.0%

Q4 Dynamics


The fourth quarter of fiscal 2008 continued to reflect lower sales from the weak home textile environment due to the current slowdown in residential home sales, the elimination of unprofitable programs and the economic recession in general.




Gross margin of $6 million for the fourth quarter of 2008 compared to $1 million for the comparable period of 2007. Gross margin of $30 million for the twelve months ended December 2008 compared to $2 million for the comparable period of 2007. Gross margin improvements came from shifting manufacturing capacity from the U.S. to lower cost countries.




Operating losses before restructuring and impairment charges for the fourth quarter of fiscal 2008 were $14 million compared with $24 million for the fourth quarter of fiscal 2007, and improved 42% primarily due to improving gross margins and lowering selling, general, and administrative expenditures.




WPI continues its restructuring efforts and, accordingly, anticipates that restructuring charges and operating losses will continue to be incurred throughout fiscal 2009.

12

Debt and Liquidity ($ in millions)

Debt:

December 31, 2008

Senior unsecured v ariable rate conv ertible notes due 2013 - IE

$

556

Senior unsecured 7.125% notes due 2013 - IE

961

Senior unsecured 8.125% notes due 2012 - IE

352

Exit facilities - Federal - Mogul

2,474

Mortgages payable

123

Other Total Debt

105 4,571 (1)

Cash, Cash Equiv alents and Liquid Assets Cash and Cash Equivalents and Liquid Assets, Net of Debt Undrawn Credit Facilities Icahn Enterprises WestPoint Home Federal-Mogul

(1)

$

$

3,291 (1,280)

$

150 45 540 735

$

2,612

Cash, Cash Equivalents and Liquid Assets

Cash & cash equivalent s

19

Liquid invest ment s (excludes Invest ment Management )

660

Icahn Funds Invest ment (eliminat ed in consolidat ion) $

3,291

13

Questions

Appendix

EBITDA ($ in millions)

For the Three Months ended December 31, 2008 2007 Net earnings Interest expense

$ (1)

$

58

Income tax expense, net Depreciation, depletion and amortization EBITDA

(468)

(2)

$

(2) 41

(49)

(2)

74 (385)

7 44

$

(1)

Includes amortization of debt issuance costs. (2) Excludes amortization of debt issuance costs.

16

EBITDA ($ in millions)

For the Twelve Months ended December 31, 2008 2007 Net earnings Interest expense

$ (2)

Income tax expense, net Depreciation, depletion and amortization EBITDA

(3)

$

(43)

(1)

$

308

273

171

308

27

248 786

39 545

$

(1)

Includes gain on sale of $472 million. Includes amortization of debt issuance costs. (3) Excludes amortization of debt issuance costs. (2)

17

Segment Data ($ in millions)

For the Three Months ended December 31, Revenues(1) 2008

Inv estment Management Automotiv e Metals Real Estate Home Fashion Holding Company

$

$

(1)

Income (loss) cont. ops. 2007

(1,493)

$

2008

(107)

$

2007

(176)

$

(22)

1,335

-

(382)

-

99

212

(8)

15

28

23

6

3

110

165

(17)

(11)

157

46

110

236

$

339

$

(467)

$

(15)

Segment revenues include interest and other income and net gains and losses from investment activities.

18

Segment Data ($ in millions)

For the Twelve Months ended December 31, (1) Income (loss) cont. ops. Revenues 2008 2007 2008 2007

Investment Management

$

Automotive(2) Metals

(2,783)

$

588

$

(335)

$

170

5,727

-

(350)

-

1,243

834

66

42

Real Estate

103

113

14

14

Home Fashion

438

706

(55)

(84)

Holding Company

299

250

132

77

$

(1) (2)

5,027

$

2,491

$

(528)

$

219

Segment revenues include interest and other income and net gains and losses from investment activities IE consolidated Federal-Mogul beginning February 25, 2008 (date of common control). IE includes the results of Federal-Mogul for the ten months ended December 31, 2008. 19